DJ DGAP-HV: Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 03.08.2015 in Rishon LeZion mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung zur Hauptversammlung 30.06.2015 16:43 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent verantwortlich. =-------------------------------------------------------------------------- ELECTRONICS LINE 3000 LTD. (the 'Company') 14 Hachoma Street, Rishon LeZion, Israel Telephone: +972-3- 9637777, Fax: +972-3-961658 www.electronics-line.com NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS Rishon LeZion, Israel June 26, 2015 Dear Shareholder, You are hereby invited to attend the Annual and special General Meeting of Shareholders ('the Meeting') of the Company to be held at 14:30 on Monday, August 3, 2015, at the Company's offices at 14 Hachoma Street, Rishon LeZion, Israel. The purpose of this Meeting is set forth in the accompanying 'Statement of the Company' for voting by means of Proxy. For the reasons set forth in the Statement of the Company, the Company's Board of Directors recommends that you vote 'FOR' the proposal set forth and specified on the enclosed form for voting by means of Proxy (Appendix B). A copy of the Proxy is also available on the Company's web site: www.electronics-line.com The record date determining the eligibility of shareholders to vote at the Meeting, as stated in Section 182 of the Israeli Companies Law, 1999, is the end of the day of trading in Frankfurt, Germany, the exchange on which the shares of the Company are traded, on Monday, July 6, 2015. If no trading of the Company's shares takes place on such date the determining date shall be the last day of trading preceding such date ('Record Date'). The share capital of the Company at the time of the notice of the Meeting is NIS (New Israeli Shekel) 68,564,240 divided into 13,712,848 ordinary shares. The total number of voting rights at time of notice of the Annual General Meeting of Shareholders is 13,712,848. Shareholders, whose shares are represented by a global share certificate deposited at Clearstream Banking AG, and who wish to exercise their voting rights, may choose one of the following three alternative voting procedures approved by a recognized financial institution: 1. To send their Ownership Certificate in the form attached hereto as Appendix A ('Ownership Certificate') confirming their ownership of shares of the Company on the Record Date approved by a recognized financial institution together with the notice of appointment and instructions for voting by means of Proxy in the form attached hereto as Appendix B ('Proxy') directly to the Company. The Ownership Certificate and the Proxy must be received by the Company at its offices no later than 48 hours before the Meeting, via the Company's fax number, +972-3-9616584 or mail investor.relations@electronics-line.com as an alternative, or 2. To send their Ownership Certificate approved by a recognized financial institution together with the notice of appointment and instructions for voting by means of Proxy via their depository bank to BANKHAUS NEELMEYER AG, Am Markt 14-16, 28195 Bremen, GERMANY, fax number +49-(0) 421-3603-153, no later than 48 hours before the Meeting. BANKHAUS NEELMEYER AG will forward the shareholders' Proxies together with the Ownership Certificate to the Company, or 3. Shareholders who wish to vote in person shall attend the Meeting at the said time and place with their original Ownership Certificate, provided that they have delivered their Ownership Certificate approved by a recognized financial institution directly to the Company and that their Ownership Certificate was received by the Company at its offices no later than 48 hours before the Meeting, via the said Company's fax number or mail as an alternative. By Order of the Board, Mr. Moshe Alkelai Chairman of the Board ELECTRONICS LINE 3000 LTD. STATEMENT OF THE COMPANY The enclosed Statement is solicited on behalf of the Board of Directors (the 'Board') of Electronics Line 3000 Ltd. (the 'Company') for use at the Company's special General Meeting of Shareholders (the 'Meeting') to be held at 14:30 on Monday, August 3, 2015, at the Company's offices at 14 Hachoma Street, Rishon LeZion, Israel or at any adjournment or postponement thereof, for the purposes set forth herein. It is proposed that at the Meeting, the shareholders of the Company (the 'Shareholders') approve the following resolution: To approve the Merger between a subsidiary of the Company's controlling shareholder, RISCO Ltd. ('RISCO'), and the Company, the details of which are set forth below (the 'Merger'). The approval of this proposal requires the affirmative vote of at least a majority of the votes of shareholders present and voting at the Meeting in person or by proxy. In addition, the Merger will not be approved if a majority of the shareholders present at the vote who are not RISCO, RISCO's shareholders or anybody on their behalf, including their relatives or bodies corporate under their control, are opposed to it. Only shareholders of record at the close of business on the Record Date will be entitled to a notice of and to vote at the Meeting, provided that such shareholders sent their Ownership Certificate and Proxy to the offices of the Company, no later than 48 hours before the Meeting, as detailed in the notice. Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof, by filing with the Company a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the Meeting. In order for there to be a legal quorum at the Meeting, there must be present, in person or by proxy, no less than two (2) shareholders holding or representing at least one-quarter (1/4) of the voting rights in the Company. If after half an hour of the commencement of the Meeting no legal quorum is present, the Meeting will automatically be adjourned for one week and shall reconvene at the same time and location, unless notified otherwise by the Board. At such adjourned Meeting the same agenda will be applicable and the legal quorum will be two (2) shareholders. The share capital of the Company at the of time of the notice of the Annual General Meeting of Shareholders is NIS (New Israeli Shekel) 68,564,240 divided into 13,712,848 ordinary shares. The total number of voting rights at time of notice of the Annual General Meeting of Shareholders is 13,712,848. ITEM 1 -a Merger between the Company and RISCO's subsidiary The Board and the Audit Committee have recommended to approve the Merger between RISCO Line Ltd.- an Israeli corporation wholly owned by RISCO which was incorporated in 31 May, 2015 (the 'Subsidiary') and the Company, the details of which are set forth below. The Proposed Merger contemplates the purchase by RISCO of all of the Company's outstanding share capital owned by the public for a cash consideration of 0.46 Euro per share (subject to withholding Taxes as set forth below), in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999 (the 'Israeli Companies Law'). RISCO, the Subsidiary and the Company intend to effect the merger of the Subsidiary with and into the Company, pursuant to which the Subsidiary shall cease to exist, the Company shall become a wholly-owned subsidiary of RISCO and its controlling shareholders- Mr. Moshe Alkelai and Mrs. Mazal Alkelai (the 'Controlling Shareholders')- and the Company Ordinary Shares issued and outstanding immediately prior to the Effective Time, except Shares held directly by the Parent and by Controlling Shareholders (Collectively, the 'Controlling Shareholders Shares') (the Company Ordinary Shares except for the Controlling Shareholders Shares being the 'Converting Shares'), will be converted into the right to receive the Merger Consideration. As further detailed below, The Company, RISCO, and the Subsidiary, approached the Israeli Tax Authority, in order to request to pre-approve withholding tax procedures applicable to the Merger, according to which 30% of the Merger Consideration, as defined hereunder, will be held in trust (0.138 Euro per share) (the 'Trust Amount'). The Trust Amount applicable to certain shareholder will be released by the Israeli Paying Agent, as defined hereunder, only if such shareholder provides the Israeli Paying Agent with a written Declaration in the agreed and approved format by the Israeli Tax Authority. Background of the Merger On 21 May, 2015, RISCO presented to the Company its proposal as to the major terms of a merger between the Company and the Subsidiary (the 'Proposed Merger'). The Proposed Merger contemplates the purchase by RISCO of all of the Company's issued and outstanding share capital held by the public for a cash consideration of 0.46 Euro per share, as a result of which the Subsidiary would be merged with and into the Company and the Company would become a wholly owned subsidiary of RISCO and its controlling shareholders. After considering the Proposed Merger as well considering the definitive appraisal as to the share capital of the Company (as attached hereto as Appendix C) that was prepared by an external
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DJ DGAP-HV: Electronics Line 3000 Ltd.: -2-
independent appraiser-Fahn Kanne Consulting, the subsidiary of Fahn Kanne & Co which is the Israeli member of Grant Thornton (the 'Appraiser' and the 'Appraisal'), the Audit Committee of the Company and the Board of Directors of the Company approved the proposed terms of the proposed merger and resolved to submit the Merger to the shareholders general meeting for voting. As required under Israeli law, Mr. Moshe Alkelai and Mrs. Sharon Sheep, who were deemed to have personal interest in the Merger, did not attend and participate in the Board meeting. The directors present in the Audit Committee and the Board meeting were the external directors- Prof. Dan Elnathan and Mr. Rafi Durst- as well as Mr. Yigal Fatran. On June 24, 2015, the parties executed the Merger Agreement. Reasons for the Merger; Recommendation of the Board of Directors The Audit Committee and the Board of Directors evaluated the terms of the Merger, including the terms and conditions of the Merger Agreement between the Company, Risco and the Subsidiary (the 'Merger Agreement'). The Audit Committee and the Board of Directors approved the Merger Agreement and the Merger, determined that the Merger is in the best interests of the Company and its shareholders, unanimously approved the execution, delivery and performance of the Merger Agreement and the completion of the Merger, directed management to take such other actions as are necessary to complete the Merger, resolved to recommend that the shareholders approve the Merger and directed that such matter be submitted for consideration by the shareholders at the Meeting. In reaching these determinations, the Audit Committee and Board of Directors considered (a) the information provided by the Company's management as to the business, financial condition, results of operations, and future prospects of the Company, (b) its familiarity with the risks involved in achieving those prospects and objectives under current industry and market conditions, and its familiarity with the nature of the markets in which the Company operate, and (c) the Appraisal which supports the consideration to be paid to the Company's shareholders in connection with the Merger and was provided by the Appraiser who is independent of each of the Company and its Controlling Shareholders. The Merger Agreement The Merger Agreement provides for the Merger of the Subsidiary, with and into the Company, upon the terms, and subject to the conditions of the Merger Agreement, with the Company as the Surviving Company, all in accordance with the relevant provisions of the Israeli Companies Law. The Company will continue to exist following the Merger as RISCO's and the Controlling Shareholders' wholly owned subsidiary. Following the Merger, the Company will initiate the delisting of its share capital, which will then be, in its entirety, owned by RISCO and the Controlling Shareholders, from the Frankfurt Stock Exchange, so that the share capital of the Company will no longer be publicly traded. In addition, the Company's former shareholders will cease to have any rights as shareholders of the Company, except for the right to receive the Merger Consideration. Effective Time of the Merger; Closing Date The Merger will become effective upon the issuance and delivery by the Companies Registrar of the Certificate of Merger in accordance with the Israeli Companies Law (the 'Effective Time'). The certificate of merger will be issued by the Israeli Companies Registrar following the satisfaction of all requirements under the Companies Law if at least fifty (50) days shall have elapsed after the filing of the merger proposals by both the Company and the Subsidiary with the Israeli Companies Registrar and at least thirty (30) days have elapsed after the approval of the Merger by the Company's and the Subsidiary's shareholders. The Merger Agreement provides that the closing of the Merger shall take place as promptly as reasonably practicable (but no later than the fifth business day) after satisfaction or waiver of the conditions to the Merger (the 'Closing'). The parties are working to complete the Merger as soon as practicable. However, the Merger is subject to various closing conditions. No assurances can be given that the parties will obtain the necessary approvals to complete the Merger or that the parties will obtain them in a timely manner. Merger Consideration Ordinary Shares. The Converting Shares shall be converted into the right to receive from RISCO 0.46 Euro in cash per Company Ordinary Share without interest (the amount payable to a holder of Company Ordinary Shares as a result of the Merger, the 'Merger Consideration', which shall be subject to withholding Taxes as set forth below). Stock Options. Prior to the Effective Time, the Company shall take all actions necessary to provide that each option to acquire Company Ordinary Shares automatically shall be cancelled and terminated at the Effective Time without any payment or further rights or claims of the holder thereof. Share Capital of Subsidiary. The ordinary shares of the Subsidiary issued and outstanding immediately prior to the effective time of the Merger, will automatically be cancelled without any consideration thereof, upon the effective time of the Merger. Payment of the Merger Consideration Prior to the Effective Time, RISCO shall appoint a Germany based bank or trust company (the 'German Paying Agent') to act as paying agent for the holders of Company Ordinary Shares in connection with the Merger. In addition, under the Israeli Tax Ruling, as defined below, assuming such Ruling will in fact be obtained, an Israeli Paying Agent shall be appointed to act as a trustee for the Israeli withholding tax purposes, as described below (the 'Israeli Paying Agent'). The German Paying Agent and/or the Israeli Paying Agent shall receive, and hold in trust for the benefit of holders of Company Ordinary Shares, the aggregate Merger Consideration. RISCO shall deposit such aggregate Merger Consideration with the German Paying Agent and/or the Israeli Paying Agent not later than three business days following the Effective Time. RISCO and the Company shall instruct the German Paying Agent, as promptly as reasonably practicable (but not later than the fifth business day) after the Effective Time, to release to German central depository Clearstream Banking AG, Frankfurt ('Clearstream'), cash in an amount equal to the product of (A) the Merger Consideration payable per Company Ordinary Share less the Withholding Tax Amount as defined hereunder, multiplied by (B) the number of Converting Shares (the product of (A) and (B), the 'Conversion Fund'). Clearstream shall promptly deliver the Conversion Fund to the accounts of the depositary banks of the owners of Converting Shares, which shall distribute the respective and appropriate portion of the Conversion Fund to the accounts of the owners of Converting Shares with such depositary banks in accordance with customary stock surrender and payment procedures under applicable regulations and terms and conditions of Clearstream. At any time following the first anniversary of the Closing, Risco may require the German Paying Agent to deliver to it any funds deposited with the German Paying Agent which have not been disbursed to the former holders of Converting Shares, and the Company shall be entitled to require the German Paying Agent to return any portion of the Conversion Fund not distributed to the owners of the Converting Shares. Any amounts remaining unclaimed by such former shareholders shall become, to the extent permitted by applicable Law, the property of Risco, free and clear of all claims or interest of any Person previously entitled thereto. If this Agreement is terminated prior to the Closing (or the Merger does not become effective) for any reason and any cash has been transmitted to the Paying Agent or Clearstream prior to termination, such cash together with any interest or other earnings thereon shall promptly be returned to RISCO. Withholding Tax Procedures Each of RISCO, the Company, the Depositary Banks of the owners of Converting Shares the German Paying Agent and the Israeli Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Converting Shares pursuant to the Merger Agreement, any amounts required to be deducted and withheld from such payments under the Israeli Income Tax Ordinance [New Version], 1961, as amended, and the rules and regulations promulgated thereunder (the 'Ordinance'), or under any other applicable state, local, domestic or foreign Law (the amount withheld per Converting Share being the 'Withholding Tax Amount'), provided, however, that the withholding Taxes deduction in Israel shall be at the highest applicable tax rate, unless otherwise indicated to the Company the German Paying Agent and/or the Israeli Paying Agent, as applicable, in a written approval from the ITA which provides a withholding exemption or a reduced Tax rate, in which case the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli law or requirement, if any, from the aggregate Merger Consideration payable to such holder of record of Converting Shares shall be made only in accordance with the provisions of such approval. The Company, RISCO and the Subsidiary, approached the Israeli Tax Authority, in order to request to pre-approve the following withholding tax procedures, applicable to the Merger (the 'Israeli Tax
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Ruling'). To the extent the request is approved, the following procedures shall apply: 30% of the Merger Consideration will be held in trust (0.138 Euro per share) (the 'Trust Amount') for a period of up to 180 days from the Closing Date (the 'Trust Period'), and an Israeli Paying Agent will be appointed for this purpose. The Trust Amount applicable to certain shareholder will be released by the Israeli Paying Agent only if such shareholder provides the Israeli Paying Agent during the Trust Period with a written Declaration in the agreed and approved format by the Israeli Tax Authority, , that all of the following conditions are met: (a) such shareholder is not an Israeli resident; and (b) such shareholder acquired the shares after the registration for trade of such shares on the Frankfurt Stock Exchange (i.e., after 28 June, 2004); and (c) the shares were no acquired by such shareholder while being an Israeli tax resident; and (d) such shareholder holds less than 5% of the issued share capital (the 'Declaration'). Such procedures shall not be applicable to shares of the Company that were purchase through lsraeli brokers, In such a case, the Trust Amount shall be released by the Israeli Paying Agent to such Israeli brokers who will be responsible for the Israeli withholding process. In any case that such Declaration is not provided within the Trust Period, the Trust Amount will be fully transferred to the Israeli Tax Authority. It should be stressed that at this date no assurances can be given that the requested Israeli Tax Ruling will in fact will be obtained. The Company will publish an immediate report upon the receiving of the Israeli Tax Ruling. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority by or on behalf of RISCO or the Company (such as, by a Depositary Bank of the beneficial owners of Converting Shares the Paying Agent and/or the Israeli Paying Agent), RISCO or the Company, as the case may be, shall be treated as though it withheld an appropriate amount of consideration otherwise payable pursuant to the Merger Agreement to any former holder of Converting Shares and paid an appropriate amount to such Governmental Authority. Any amounts so withheld and paid over to the appropriate Governmental Authority shall be treated for all purposes as having been paid directly to the Person in respect of which such deduction and withholding was made. RISCO and the Company applied to the ITA to seek a pre-ruling for the method of deduction and applicable Tax rules. In no event shall RISCO or the Company be required to pay interest on any amounts payable to holders of Converting Shares so long as RISCO timely complies with its obligations under the Merger Agreement. Conditions to the Completion of the Merger The obligations of each of the Company, RISCO and the Subsidiary to effect the Merger are subject to the satisfaction (or waiver, if permissible under applicable Law) of the following conditions: - The Company Shareholders Approval shall have been obtained in accordance with applicable Laws and the Company Charter Documents; - No Law or Order enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, 'Restraints') shall be in effect enjoining, restraining, preventing, prohibiting or making illegal the consummation of the Merger. - At least 50 days shall have elapsed after the filing of the Merger Proposals with the Companies Registrar and at least 30 days shall have elapsed after the receipt of the Company Shareholders Approval; - The Parties shall have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Closing Date; - The Company shall have obtained the Required Regulatory Consent, which shall not include any burdensome terms or conditions applicable to the Company, RISCO or their respective Subsidiaries and Affiliates; - There shall not be any Restraint in effect or any Action pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority that is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acquisition of some or all of the Converting Shares by RISCO or the Subsidiary or the consummation of the Merger, (ii) impose limitations on the ability of RISCO effectively to exercise full rights of ownership of the Company, (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose limitations on, RISCO's ownership or operation of all or any material portion of the businesses and assets of the Company, RISCO or any of their respective Subsidiaries, or (iv) compel RISCO to dispose of any shares of the Company or to dispose of or hold separate any material portion of the businesses or assets of the Company, RISCO or any of their respective Subsidiaries; Insurance The Merger Agreement provides that the Company shall purchase, as of the effective time of the Merger, a 'run off' policy to maintain in effect the directors' and officers' liability insurance with respect to the period prior to the effective time of the Merger in the same amount and terms as applicable prior to the effective time of the Merger, with an effective term of seven years from the effective time of the Merger, to cover any insured events up until the effective time of the Merger. The 'run off' policy shall specifically state it may not be terminated by the insurance company. The Merger Agreement provides that the Company, for a period of seven years after the effective time of the Merger, shall maintain in effect the above 'run off' policy in accordance with its terms. Termination The Company and RISCO also agreed that the Merger Agreement shall be terminated in any of the following events: - if the Merger is not consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this clause shall not be available to a party if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the failure of such party to perform any of its obligations under this Agreement. 'Termination Date' means December 31, 2015; provided, that the Termination Date may be extended at RISCO's sole election by no more than 90 days in the aggregate if on such date (a) the Company Shareholder Meeting has not yet been held, (b) there are any Restraints then in effect which are being challenged or appealed by RISCO or at RISCO's request, (c) any Required Regulatory Consents are then pending or have not been finally denied, (d) the applicable waiting periods have not yet expired; - if any Restraint shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this clause shall not be available to a party if such Restraint was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement required by applicable law; - if the Company Shareholder Approval is not obtained by applicable law; - if the Company or RISCO shall have breached or failed to perform any of its covenants or agreements set forth in the Merger Agreement (or if any of the representations or warranties of the Company or RISCO set forth in the Merger Agreement shall fail to be true), which breach, failure or inaccuracy (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in the Merger Agreement (B) is incapable of being cured, or, if susceptible to cure, is not cured by the violative party within 30 calendar days following receipt of written notice from the other Party of such breach or failure; or Amendment of the Merger Agreement At any time prior to the Effective Time, the Merger Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Shareholder Approval, by written agreement of the parties hereto; provided, however, that following receipt of the Company Shareholder Approval, there shall be no amendment or change to the provisions which by Law would require further approval by the Company's shareholders without such approval. Governing Law; Venue The Merger Agreement shall be governed by, and construed in accordance with, the Laws of the State of Israel without regard to its conflict or choice of law principles. In the event of any controversy, claim or dispute between the parties arising out of or relating to the Merger Agreement or any alleged breach thereof, either party may demand that the dispute be exclusively resolved through binding arbitration by so notifying the other party in writing. The arbitrator's decision shall be final, conclusive and binding on the parties to the Arbitration, and if either party requests the Arbitration shall be the exclusive forum and dispute resolution procedure for any claims arising out of
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